iSit in the back seat
by diabolical-scholar
Summary: Freddie reunites with his best friends after his first semester in college. Everything is right on the drive to Bushwell Plaza: he fights with Sam, & Carly tries to stop them. But life will always throw curve balls at random times. How will Freddie deal?
1. Chapter 1

"Oh, come on! You know that's total crap! I never would have gone along with it if Sam hadn't forced me to!"

"I _forced_ you?! Excuse me, but were you not the one who kept going on and on about how amazing that hunk of wires was?! I just helped you get inside the store! And it's not like you didn't enjoy toying around with that thing after we got out free and clear." She had a point, but any charitable thoughts went out the window with her punch to my gut. _Same old shit, different day_, I thought to myself.

"You know what Sam?! Why don't you –"

"Guys calm down! Sam stop hitting Freddie! Freddie stop provoking Sam!" Like that would ever work. Carly's lectures hadn't been very effective when we were thirteen and they weren't very effective now.

"I still don't see why Spots couldn't have sat back here with Fredwierd. I mean, they look exactly alike." Spots was Carly's two year old Dalmatian.

"Oh, wow Sam. Comparing me to Carly's dog. How original. Why don't you come up with some new material?" Wait for it. SWISH. Yup, slap to the head, right on cue. I just barely got out of the way in time.

"Sam! Freddie! What did I just say?!" Carly was screaming a lot on this drive. I hoped she would stop soon; she was just raising her blood pressure unnecessarily. "Sam you know what'll happen to Spots if he's in the back seat. Are you gonna be the one to clean it up this time?" She waited for a few seconds until she heard Sam's sigh. "That's what I thought. Stop hitting Freddie."

After that relatively minor incident, we all managed to clam down and got back to talking. We were having a good time; I was reconnecting with my best friends after spending my first semester at Stanford, we all talked about – insulted, really – our finals and teachers; Sam wondered out loud if an essay on the history of Fat Cakes would help her pass Nutrition 52; Carly cursed her Statistics professor to death for the "horrible, terrible, just plain _vile_ final" he'd had her take. Overall, I felt good about my scores and teachers, but joined in anyways.

Eventually, as it always did now, the conversation steered towards relationships. More specifically, Carly's new boyfriend and how amazing and sexy he was. The thought struck me that only five years ago, any talk of Carly's boyfriends would have sent me spiraling into an emotional twister of rage, jealousy, depression, all that fun stuff. Then I recalled our junior year, where for three great months Carly Shay had been mine. I was the one who got her Spots as a puppy on our two month anniversary. We had been pretty good together, but in the end we realized the love we had for each other was mostly platonic and had gone back to being best friends.

Sam had a field day when we told her the news. She got in so many insults. Jesus, I'd known she had backed off a little on the tormenting, but I had no idea she'd actually written each and every one of the insults down. The list was four hand written pages long. Front and back.

Anyway, Carly pretty much listed the qualities she admired in her new guy. Sort of like how a rancher would talk about the qualities of a racehorse they'd just bought. Really, almost nowhere in her list did she have character qualities; it was overall just appearance. So, as we were prone to do, Sam and I started flicking things at each other while Carly droned on.

"Guys, are you even listening to me?"

"Not really," I said.

"Nope," Sam answered.

"Why?" I knew that if I responded, Carly would think I was being jealous. And whether or not it was true, I did not need to deal with that conversation again. I motioned Sam to answer.

"Well, come on Carly we go through this every few months or so. You meet a guy. You fall for him. You're crazy about him. You talk about him incessantly. You make out with him incessantly. The honeymoon ends. Here's where the options come in. One, you guys fight incessantly and break it off. Two, you dump him. Three, (which has only happened with Freddifer) you break it off and still hang out. Four, the guy cheats on you while you still like him and you spend the next few days crying in bed. Oh, and five, (which, thankfully, has also only happened once) he cheats on you and you have to go get tested." Carly looked somewhat distraught.

"Do you have to make it sound so routine?" She asked that with a quiet, sad voice.

"Sorry Shay, but it is what it is," Sam responds as she twists in her seat, ending up in the fetal position with her head on the seat and her feet on the passenger side headrest. She'd been squirming around for the entire drive and I was tired of it.

"Why can't you just sit up straight Puckett?"

"Why can't you just shut up and die, asswipe?" And yet, she did get herself up. Probably so she could hit me with greater force. Before she could, I grabbed her feet and put them on my lap.

"There. Are you going to stop squirming now?" Sam considered me for a second, then nodded. She relaxed and leaned back into the corner between the seat and door.

"But only for a while Dorkwad," she warned me. I rested my arms on her shins, periodically playing with the seam of her jeans.

"Anyway," Sam said. "Like I said, I'm sorry Carly, but it sort of is routine. You always go for big dumb guys who aren't good enough for you."

"What about me?" It slipped out indignantly before I could stop myself.

"I stand by my statement Freddork. As a matter of fact you are the one guy I wish I'd never had to deal with as Carly's boyfriend. Not only did you not measure up; I'm actually astounded that you were together for more than the third millisecond of your first kiss." And as always, Sam had that smirk on her face as she said it.

"It's weird that you bring up my kissing skills Sam, especially considering that –" SMACK. Damn, I wasn't fast enough that time.

"We agreed to never again discuss that -gag- kiss. -ugh- God, I almost puked."

"Actually I wasn't thinking about that. I was remembering that time at the Senior Winter Ball when –" SWISH. Yes! I made her miss again.

That second kiss was pretty damn amazing. Sam had been in a bad place and I'd tried to get her into better spirits. The next day at the Ball, Sam had snuck up behind me while I was outside getting some air and as a "one time thank you that no one needs to ever hear about," she stuck her tounge down my throat, her hands in my hair, and wrapped her leg around one of mine. That kiss was tied with one from Carly as the best kiss of my _life_. I was harshly yanked out of my daydreaming by Carly's indignant screaming.

"Wait did you two kiss again?! AND NEVER TOLD ME?!" Crap. I shoud have remembered that promise Carly made us swear. As always, Sam had a smooth lie delivered in a second.

"Ew. Me kiss that dork? Hell no. Even that one time was just a pity thing that has had me gagging to this day." Wow. If I didn't know she was lying, my ego would be screwed.

"And Carly, you've got to know that I got myself tested after that kiss on the fire escape," I said with my eyes on Sam.

SMACK. Another one for Sam.

"Look, you mother fucking piece of rat shit. If you ever insinuate that I have an STD then I swear you will wake up one morning with you throat slashed ear to ear."

"Fine. Next time, it'll be an STI." Oh, crap. I just can't shut up. SMACK.

"Freddie! Stop baiting Sam! And Sam, there was that one time with Shane…" What?!

"I did not give him chlamydia! I've never had it! I don't care what Shane says! He got it from one of his sluts! I do not believe for one second that I was the only girl he had unprotected sex with!"

After that, the conversation floundered. Carly was pissed that me and Sam had kissed once more without telling her. Sam was pissed at me for declaring that she was infected– and I was guessing Shane too for blaming her for the chlamydia.

I was zoned out, considering what I'd just found out. Sam had been with Shane. I mean I knew that Sam wasn't a virgin, but now it was out there. It wasn't an abstract concept. Sam had been with another man. At that point of realization, the small crush I had for Sam since the Winter Ball got all kinds of pissed off. Pissed off at me, Shane, even Sam; pretty much everyone and everything alive.

I had dealt with my feelings. I never denied that I had feelings for Sam; I just told myself that they'd go away. Sometimes I told myself that even if we got together it would be like it had been with Carly. Except…I would lose Sam as my friend when the relationship ended. Our frenemy relationship was way too unstable to survive that kind of God forsaken change.

As I wallowed in self pity, Sam got a text. From her smile, I'd bet good money that it was her boyfriend, Jimmy. Fucking Hell.

As Sam read Jimmy's text, her face changed drastically from the happy smug smirk she had at the beginning. She looked…broken. I saw a tear form in the corner of her eye. What the fuck had Jimmy said?

"Sam. What's wrong?" I whispered it to her, hoping that I wasn't coming off as nosy. SMACK.

"What the FUCK is wrong the male species?!"

"Sam, what happened?"

"What happened? WHAT HAPPENED?! Fucking Jimmy just Fucking DUMPED me! OVER A GODDAMNED MOTHERFUCKING TEXT!!"

At the word "text," Sam threw her cell phone at me with all her cosiderable strength. But I didn't care. It barely registered.

"Sam, I –"

"What the FUCK is wrong with the male species?! Why the FUCK are you all inbred, retarded SHITHEADS?!" Angry tears rolled down her beautiful face; her usually happy eyes were puffy and red. I heard Carly trying to comfort Sam from the driver's seat, but to no avail. I moved next to Sam – without taking her legs off of me so that she ended up in my lap. I grabbed her shoulders.

"Sam, I don't know what the fuck Jimmy is thinking right now. I don't know why he would make the big fucking mistake to dump you. I can only tell you that he was not ever worth your time; that the time you spent with him was his chance to pull himself up from the pathetic shit that he calls life. And he screwed up. He doesn't see how great, how fun, how awesome or how devistatingly beautiful you are. It's his loss, Sam. Don't cry over this. Pity that retarded fuck for screwing up the most amazing opportunity of his life." As I spoke, I looked into Sam's eyes, willing her to believe me. I thought about going on, about saying that _I_ wasn't so stupid, that _I_ would make her happy, but I couldn't, not now. She needed me to comfort her, to help her; she did not need me there to add more shit to the pile she had to deal with.

While all that flew around in my head, Sam stared at me. Then, without the slightest hesitation or warning, she wrapped her arms around my neck, leaned in, and let her forhead drop onto my chest as she broke down. I held her in my arms as she was racked with great, heaving sobs. I let her tears fall onto my shirt without complaint as I whispered comforting words to her. I breathed in her addicting scent as she wiped her nose on my shoulder.

I made a silent promise to myself. I would be her rock for as long as she needed me to be. I would not force myself upon her when she was vulnerable. I would stay loyal to her. I would not let myself screw up my most valued friendship.

If I never got to tell Sam how I felt about her, it would be okay so long as she was happy.

**A/N: So there it is. I'm pretty sure this is a one-shot, unless of course, inspiration hits. Hope you enjoyed it.**


	2. Chapter 2

**A/N: Inspiration hit.**

"Here we are, Bushwell Plaza, lady and gentleman. That'll be $29.70 please." Rather than try and comfort Sam (it would only make her angry if two people tried to do it – I didn't know why), Carly tried to get her mind off of Jimmy's text by being as quirky and funny as possible. I'm sure Sam appreciated the gesture; she managed to give a tiny smile and a small, tired giggle.

I was still holding Sam. For the rest of the drive home, I had kept my face buried in her hair with my lips next to her ear so I could whisper comforting words to her. I had kept my arms wrapped around her so she knew that she was not alone and that she was safe. I tried to tell myself that that was it, that there were no other reasons for my behavior beyond wanting to help my friend. But I was such a terrible liar I couldn't even lie to myself.

I knew that to Sam and Carly it must have looked like I was just being a supportive friend, like I was only trying to help Sam through a difficult time, and I was glad they couldn't see how selfish I was being. I could have let Carly comfort Sam. I could have driven while Carly was curled around her, whispering to her. But I didn't. I stayed there. It just felt _right_ to be the one who comforted Sam, to be the one who held her as she cried. And I just couldn't bear the thought of anyone else taking that role away from me. I'd decided; it would my job to take care of Sam whenever she needed it. Only mine.

"Come on Sam," I whispered to her, "I know you're hungry. Spencer probably has some fresh ham waiting for you." I saw another little smile, just a twitch of her lips really, but I had to work very hard to keep myself from kissing her.

"Well," she asked, "how exactly do you expect me to get out of the fucking car if you don't let me go, Freddork?" She cocked her eyebrow at me as Carly chortled from the driver's seat. I almost sighed with relief that Sam had gotten her attitude back. I'd known that she would be okay, but it was nice to have some tangible evidence.

"You know," I stated, knowing that anything less than an equally mocking reply would arouse suspicion, "you could be a little bit more considerate. This shirt, –my favorite shirt I'll let you know– is ruined. No amount of washing will get these damn tear stains out. I think you should reimburse me for the shirt, as well as its emotional value." I smirked as I said it. Attitude or not, I still needed to make sure that she would be okay.

"Sure, cause you don't cry on any of your own damn shirts every time you realize how you'll die alone, huh?" I shouldn't have worried.

"Oh Sam, I expected better. I guess you're just too lazy to come up with anything new to mock me with, right? I mean it's either that or you've lost your edge." I scrunched up my face in a curious expression. "Which is it Sam?"

"Asshole." But she said it with a grin. I finally unwrapped my arms from her, and felt the pain of letting her go increase as more and more of her body's warmth was lost to me. I opened the door, and pushed it open for her. As she was getting out, she had to turn towards the door, and the sudden friction on my lap sent shivers up my spine. Beautiful, delicious shivers. I almost groaned before I caught myself. I hoped for all I was worth that Sam was off me before my body betrayed me and made it pretty damn clear to her what her effect on me was. Sam climbed off of me and out of the car without incident. _Thank. You. God._ I climbed out right after her, and went to get my bags.

"Hey, Freddie?" I rarely ever saw Sam uncertain, but I guess the amount of emotional upheaval she had to deal with would cause some inconsistencies. "I just, uh…I just wanted to um – I just wanted to tell you...if you ever tell anyone I sat on your _lap_ and _cried_ like a pathetic little girl, I swear to Hell that I will shove the Shay's Christmas tree up your ass." I almost laughed at the resolute nod she gave me as she finished her threat. It almost looked like she was trying to convince herself, instead of me, that she meant what she said.

"Sam," I told her, "I would never say anything to anyone about you beyond how much you eat, how vicious you are, or how great a person you are. What happened in that car is just between you, me, Carly and Spots." I left unsaid why I'd do that. I'm sure she thought it must only be because we were friends, and she was right…mostly. Even if I didn't have romantic feelings for Sam, I would never betray her trust in me, but because I _did_ have those feelings for her, I valued her trust so much more. I would probably beat anyone who _did_ betray her. Like Jimmy.

Sam looked at me expectantly; the routine for these sort of deep, heart-to-heart conversations we'd had over the years dictated that I insert some lame sarcastic remark to keep some semblance of our rivalry.

"Besides, why would I intentionaly tell people that I let _Sam Puckett_ sit on my _lap_ and _cry_ all over me?" After a second we both smiled. In truth, though Sam smiled because I had kept the routine, I smiled because of how Sam looked when she smiled.

"Spots, no!" Sam and I turned around and saw Carly trying to pull Spots off of a poodle. I was glad. I had spent hours defending Spots' right to his balls. Carly had reluctantly agreed to leave him alone, but as punishment I had been forced to endure Carly's indignant accusations that Spots' actions were all my fault.

"I'm so sorry!" The other dog's owner, an aggressive looking, overweight middle-aged woman, glared at Carly as she desperately tried to keep Spots from running loose. "Spots! Let's go!" Sam and I started laughing. We could have gone over and helped Carly, and we would, but it was always funny when Spots did something like that, and Sam and I liked to enjoy those moments.

"Okay, I have to thank you for that," Sam said between bouts of laughter. She always did have to thank me when Spots pulled another of his hormone-fueled antics. "If it weren't for you, he'd be passive and calm and boring. Oh God, that's hilarious."

"You're welcome," I responded graciously. "If I could go back and change it, I woudn't. No male, from any species, deserves to have his balls cut off."

"Oh, I don't know. There's a few guys I wouldn't mind seeing get castrated." Jimmy's face popped into my head and I had to agree.

"Maybe your right. Alright, let's go help Carly out." We crossed the street and reached Carly the second she lost her grip on Spots. He went right for the poodle. The only problem was that the owner was in his way. The owner had a second to look enraged before Spots rammed into her in his mad dash for the poodle. Sam ran forward and grabbed Spots by the collar with one hand like she'd done dozens of times before, reached into her back pocket with the other and pulled out a piece of beef jerky. She stuck the hunk of dried meat in front of Spots' nose, and almost immediately, Spots' attention on the poodle was gone. This wasn't new; his appetite rivaled Sam's on most days. We managed to get away free and clear.

"God, Freddie!" Carly's rant came right on time. "I can't believe I let you talk me into not neutering Spots! Every other day he tries to hump some random dog!" I had no doubt that she could go on for a half hour nonstop, but I really didn't want to endure it again.

"Carly, I know it's a hassle and I _am_ sorry you have to deal with Spots' behavior on my account. Look, why don't I bring him up to your apartment? You and Sam go ahead." Sam smirked at my solemn demeanor, no doubt planning to mock me for being "Carly's nutless lapdog." I wouldn't mind it when she did. Any moment she spent not moping over that dick Jimmy was a good one.

"Alright. Here." Carly handed Spots' leash over and went inside with Sam. I opened my duffel bag, dug around for a bit and pulled out a pair of sunglasses and a collapsible cane. I put the sunglasses and duffeel bag on, assembled the cane and stepped inside.

"No! No dogs allow-!" It's as far as Lewbert got before he saw the cane. I had been "blind" in front of Lewbert since Junior year. It was the easist way to get Spots up without too much hassle.

"I'm sorry?" I endeavored to sound innocent and confused. I saw Lewbert grimace through my sunglasses.

"Nothing kid. Just get you ass up to your apartment."

"Oh, okay. Happy Holidays." Without wasting anymore time, Spots and I made our way upstairs. I took the sunglasses off and put the cane away as soon as we were out of sight. "Good job, Spots. He didn't suspect a thing." I rubbed his neck as we went along. When we reached our floor, I immedietly heard Sam angrily berating someone. I rushed towards the sound; just as I turned the corner I saw them. Sam and Carly were facing Sam's new ex.

Jimmy, tall and muscle bound with short, spiked and bleached hair, was standing a couple feet in front of Sam as she screamed obscenities at him. He had his thick arms crossed and his jaw was clenched as if he was inches from losing his temper.

"Even after all that bullshit, I still took you back, you steroid popping, retarded SHIT!! And what do I get in return?! What do you do with your Goddammned second chance?! You get drunk, fuck my roommate, take a _picture_ of it and SEND IT TO ME IN A MOTHERFUCKING TEXT!!!" I was pissed off on Sam's behalf over what Jimmy had done, but I also felt a dark glee that he'd screwed up so badly. "AND WHAT DID THE TEXT SAY?! It said 'Sorry babe. Found someone better. See'ya.' AND NOW YOU HAVE THE GALL TO ASK ME TO TAKE YOU BACK?! YOU DIRTY, RAT FUCKING SON OF A BITCH!!" There were no tears in Sam's eyes, no sign that she cared about the person in front of her, only rage, hate, and disgust. As much as I enjoyed seeing Jimmy get bitched out, I hated seeing Sam like that. I remebered the car ride and couldn't forget the immense amount of pain that he'd caused her; I couldn't really enjoy Sam screaming at him anymore. As I tried to decide what to do, Jimmy interrupted Sam's tirade.

"Look Sammy," he began. I guess he was trying to sound appeasing, loving, and remorseful, but it sounded condescending to me. "What happened with Leslie was a mistake. You know that I only love you. We're meant to be, babe. Now, stop this nonsense and come with me. I'll take you out to dinner and we can talk. Please?" The "please" was tacked on at the end, as if it were a pointless nicety. He reached an arm out to grab her by the elbow when a couple things happened.

Spots started growling. It was quiet, but still menacing. _I guess Spots doesn't like Jimmy or whatever shit he's selling_, I thought. _Good dog_. The more important –and scary– thing though, was Sam's reaction. Her expression went cold. There was no sign of recognition in her face. Her eyes were dead, disinterested. My breath hitched. I could only pray she never looked at me like that; I could only pray that I never did anything stupid enough to have her look at me like that.

"Don't touch me." Her tone was as cold and flat as her eyes were. "Leave."

Jimmy had to be the stupidest guy I'd ever seen. When Sam's voice went that quiet, he grinned as if he'd won. He didn't realize that it was better if Sam was screaming; at least then she cared (sure, she only cared about causing that person pain, but it was something). When she went quiet, she was done. No matter what anyone else said or did, she would never change her opinion; Jimmy was nothing to her; would never again be anything more to her than a name, a face, and spoiled memories. And he didn't see that. To him, the quiet tone of her voice meant defeat and, soon enough, acquiescense.

"Come on, Sammy," he cooed in that fake, condescending voice. He gave her a slimy, lecherous smile that I'm sure he meant to be smoldering. "Let's get you some ham and head on over to my place. I want us to talk."

"I'm done talking, Jimmy. Go. Leave." A quiet, unemotional Sam was a thousand times more terrifying than an angry, loud and violent Sam. Jimmy finally realized that she wasn't going with him, but rather than make him give up, this knowledge seemed to fuel him to further stupidities.

"Let's go Sammy." His voice became cold, hard, and quiet, but it paled in comparison to the icy quality of Sam's. I saw his grip on Sam's elbow tighten. I could not let the situation keep going.

"Let her go and leave." My voice startled all three of them. They had not seen or heard me arrive. Even Spots had not been growling loud enough to be heard. Jimmy let go of Sam, turned around and gave me a once over. It didn't look like he was impressed with what he saw. I could hardly have cared less what that idiot thought of me.

"Why don't you mind your own damn fucking business?" He looked tough enough; his entire posture screamed that he was a threat, but I just wasn't afraid. It was Quiet Sam that I was scared of.

"What you say and do to my friend is my business, asswipe. Let go of her and leave." I looked him straight in the eye so he would know how little I thought of him and his whole act.

"Look, you little bastard. Back the fuck off or I will end you." I moved the few feet necessary so that I was standing next to Sam and Carly. Spots growled louder the closer he got to Jimmy.

"Leave. Like Sam told you to."

"What goes on between me and my lady ain't none of your business. Now step the fuck off, bitch. Sammy, let's go."

"Jimmy, get this through your head. The only way you're leaving here is alone."

"I wasn't fucking talking to you, punk. Sammy we're leaving. Now."

"My friend is right, Jimmy." Sam's expressionless voice drove chills up and down my spine. "You're going to leave this building without me."

"You are _my_ woman, and you'll do as you're told. And I'm telling you, we're leaving." As he made to grab her again, I caught his wrist.

"Listen to me, you retarded fuck. Sam does not belong to you. She wants nothing to do with you. You never deserved the right to have met her, much less date her. But you did and you screwed up your chance with her when you cheated on her. You are nothing more than shit on the street. Now, leave and never come back." I kept my stare on his face. Seconds, maybe minutes, passed by.

"This isn't over Sammy. It's _you_ who's nothing without _me_. I'll see you around. Promise." With a final glare in my direction, he turned away and left. Arguing with that idiot fuck made me realize something. I didn't care what I had to do, or how many other fights I had to win. I would get Sam to see that only I deserved to be with her. No one else.

"Woah." Sam's surprised expression threw me off. But I was infinitely grateful that she looked like herself again; the flat eyes and tone were gone.

"What?"

"You just, like…shot hate at him from your eyes till he left."

"What?"

"She's right. I've never seen a stare down that violent before, and I'm Sam's best friend."

"Yeah, it looked like you were on the verge of beating the bastard into a coma. Or worse." There was something approaching awe in her voice. I liked it.

"It's not like he doesn't fucking deserve it," I told them honestly. They chuckled in response.

"Thanks, you know…for standing up for me and stuff." Sam stepped forward and hugged me for a second. I had to fight myself so I wouldn't do anything inappropriate as I hugged her back. I almost fucked up royally though, when Sam whispered something else to me.

"That was the sexiest and single most amazing thing I've ever seen." And when she pulled away, she had a tight lipped, crooked smile and bright mischevious eyes. _Sweet_ _Jesus,_ I thought,_ she's gonna make me spontaneously combust. Even after all these years, I still can't predict what she'll do or say next_. She entered the apartment with Carly, her hips swaying just so, already calling Spencer and asking if he had enough ham for her.

"What are you waiting for Freddork? An invitaion? Permission?" As I crossed the Shay's threshold with Spots trailing behind me, I was not at all surprised by a sudden realization.

Sure as shit, this was gonna be a hard battle. I grinned widely.

I was gonna win anyway; no doubt about it.

**A/N: More to come.**


	3. Chapter 3

"What's going on?" Sam was alone on the couch staring at the TV with a blanket over her legs, a nearly empty bowl of cereal in her lap, and a dejected look on her face.

"Spencer spent the night at his girlfriend's and Max took Carly out to breakfast, so I'm just here, all by myself." She tried to sound aloof and unconcerned, but I saw her jaw clench slightly when she said the last three words.

"Why didn't you call me over? Or, you could've woken me up in that classic Sam fashion – with a bucket of water." I smiled slightly, still not sure what had Sam in this mood.

"Better alone than with a dipthong, I say." Her lips quirked up and she smiled sweetly at me for a second before her dispirited expression reappeared.

"Seriously Sam, you could've called me over. I wouldn't have minded. As a matter of fact, it would have been better if you had. At least then I wouldn't have had another sex talk with my mom." I didn't mean to blurt that out, but it had been a really embarrassing (not to mention disturbing) twenty minutes, and I hadn't yet pushed it far enough into the recesses of my mind.

"Why the fuck would she need to do that? It's not like there's a woman out there willing to do you. Even if you paid her. Even if you threatened to kill her and her whole family." Of course Sam just _had_ _to_ verbally assault me.

"Wow Sam," I told her, "you really do wonders for my ego."

"I sure as shit hope not Frewad. Cuz if I am, then I have wasted the majority of my teenage life." As always, getting to berate me perked Sam up even better and faster than ham. I was glad that I could do that, even if it came at the expense of a little piece of my self-respect. I still wanted to know what had her down when I came in though.

"You _did_ waste the majority of your entire teenage life Sam. So, come on, tell me what had you down a couple minutes ago."

Sam cocked an eyebrow at me. She looked so sexy when she did that. "Why would I tell you any damn thing after you said that I've wasted my life?"

"Would you have told me even if I hadn't said it?" I crossed my arms over my chest and lifted an eyebrow of my own.

"No dillweed, I wouldn't have." I had never, and would never again, find any woman who looked so good scowling as Sam did at that instant.

"Then, why shouldn't I have told you the truth?" I was goading her and we both knew it, but if I didn't piss her off a little she wouldn't tell me what was wrong. It was a weird thing we'd developed, but it worked well enough that I didn't feel too bad about what we'd said to each other over the years.

"Oh, I don't know," Sam said. She stuck her bottom lip out a little as she scrunched her face up in a contemplative expression. "Wait!" She said it as if a light bulb had switched on in her head. She smiled brightly and pointed a finger to the ceiling to emphasize whatever she would say. "Maybe it's because then I wouldn't have to kick your ass for the millionth time, retard."

"Another ass kicking by Princess Puckett? Hmm. Thanks, but no thanks. They've gotten pretty low quality these days." I barely had a second of warning before Sam jumped and tackled me to the floor. The blanket came with her and hindered her legs' movements. I was immensely grateful for that since Sam would have undoubtedly tried to knee my groin if she could've gotten the leverage for it. As it was, I tried to grab her arms when she started to pummel my head, shoulders, and torso with all her considerable strength. I got lucky and caught her left wrist before her jab reached my nose. I rolled us over, trying to gain the upper hand, but Sam kept rolling and ended up on top of me again. Rather than try and use her legs to kick me, Sam sat on my stomach and, with a knee on either side of my ribcage, started to squeeze me tightly.

"Low, quality, huh, Benson? Well, how, does, this, feel?" Each of her words was accented with a punch to my chest.

"Like a nice breeze on a hot summer day." I told her sarcastically, but it came out too breathless. Her legs' tight hold on me wouldn't let me get enough air. She bit my fingers to try and make me let go of her hand. It worked. She tried to backhand me, and I grabbed her wrist again. With as much strength as I had, I flipped us over and used my dead weight to hold Sam down while I struggled to get both air and her other hand. I caught her hand, but not my breath.

Desperately, I pinned Sam's wrists above her head with one hand and used my other arm to try and peel one of her legs off of me. When I managed to do that, I pulled away as fast as I could. I should have been relieved that I could breathe again, but I was too stunned to think about it.

"Next time, I won't go so easy on you Benson. I swear I'll break something; no, a lot of somethings." She was looking up at the ceiling and taking deep breaths like me. But her triumphant expression was impossible to miss. She looked over at me and saw my stunned face. "What? Are you surprised that I can still kick your ass? Just cuz you've filled out a little doesn't mean you can take me, moron." My expression didn't change and it aroused Sam's suspicion. "What the fuck, Benson?"

In the last few seconds of our struggle, Sam's blanket had fallen away and as I had pulled her leg off me, the silky smooth skin I felt made me realized that Sam wasn't wearing any pants.

As I sat there, taking deep breaths, I looked down and saw that besides her T-shirt, Sam's only other visible clothing were tight fitting boy short panties. The vivid red cotton looked amazing in combination with her taut, creamy legs.

"Sam! Why the Hell don't you have any pants on?"

Sam's eyebrows shot up and nearly disappeared into her bangs. She glanced down at herself.

"Shit. Give me the blanket." I heard the command, but I really couldn't tear my eyes from her legs. The sight of them was intoxicating; so long and smooth and…

"Ow!" A sudden pain shot out from my forehead, bringing me back to reality and away from sultry fantasies. I realized Sam had found her discarded spoon from earlier and thrown it at me. My face flushed bright red in embarrassment.

"If you're done perving out," Sam said in an oddly calm voice, "give me the blanket. Or else." She covered herself as best she could, which wasn't much, and glowered at me. I knew what "or else" might be and chose the safest option – I handed the blanket over.

Sam wrapped the blanket around herself as she stood up. With one last glare in my direction, she went upstairs to change. Rather than just lay on the floor, I stood up and sat on the couch. Not really aware of anything around me, my head showed me Sam's shapely legs again and again. _Good God,_ the small, rational part of me thought, _get a grip on yourself man. _I took deep breaths and tried to focus on anything, anything at all, that didn't somehow lead back to Sam Puckett. I was marginally successful by the time Sam came back down stairs in a loose pair of sweat pants. If she was trying to keep me from seeing her figure, she failed. Every exquisite detail was permanently etched into my memory.

I glanced back to say something and with a swift, unavoidable slap to the back of my head, Sam showed me that she hadn't gotten over my ogling. She jumped over the couch and sat down.

"Alright," I said to her, "I deserved that, and I'm sorry. Can you please just let it go Sam?"

"You stare at me like I'm a piece of meat and you think I'm just gonna let that go? Think again numb nuts."

"Come on, Sam…look at it as a compliment. You can stop a guy dead in his tracks." SMACK. I probably should have thought of something else to say.

"You idiot. What kind of girl do you think I am that I would enjoy the fact that pervs like you objectify me at every moment?"

"Alright, I'm sorry. Shit Sam, cut me a little slack; I just saw more of you than a friend should. I'm still in shock."

Sam shook her head and muttered "Idiot." Then she sighed and crossed her arms.

"I guess I shouldn't be surprised," she said. "I _am_ hot. And you've probably never seen a woman without pants on outside a computer screen. Poor, pathetic Benson." She struggled not to laugh out loud. She didn't hide her smirk though. I honestly didn't care what deprecating things she said to me at that moment, so long as we just moved on from the incident.

"Yeah, yeah, yeah. I get it. I'm a sad, pathetic excuse for a man. Now, are you going to tell me what was going on with you when I came or what?"

Sam let out a short, disgruntled sigh. Her good humor just evaporated. It was a minute before she responded. "I was thinking about how long it would take to switch dorm rooms." She'd been thinking about Jimmy again, is what she really meant.

"Sam," I said quietly, "the best thing you can do is to move on from what Jim–"

"It's not that. Not really anyway. I guess I always knew he was a bastard, but I thought Leslie really was my friend. We got along really well, had fun pulling pranks on a couple jackasses from down the hall. Hell, we talked to each other so much I swear she knows as much about me as you and Carly do. I guess I still don't want to believe that she would…that she would…do it with him, you know?" Sam's eyes started to shine a little. That alone told me all I needed to know. I wanted so much to hold her in my arms and comfort her and never let go, but something held me back. She was still Sam and talking to her was all I could do to help without offending her.

"Look Sam," I started hesitantly, unsure of what to say. I decided that honesty was best. "I can't understand what you're going through. No friend of mine has ever betrayed me like that. All I can say is that I'm here for you. And so are Carly and Spencer." I had to tag that on at the end. I couldn't let Sam find out how I felt about her when she was this distraught. If and when I told her, it had to be the right situation. Sitting on the couch talking about the roommate who'd slept with her boyfriend wasn't it. "You don't ever have to worry that I –or Carly or Spencer– will do anything to hurt you."

Sam considered me for a second; she looked into my eyes as if she were trying to gauge my sincerity. She must have been satisfied with what she saw because she gave a small, content nod.

"Shit, Freddie," she said a second later. "Since when did you get all 'knight-in-shining-armor' on me?"

"About a month ago tomorrow," I said with a smile "Why do you ask?"

"Just wondering." A minute passed before she said anything else. "Thanks for being here." She leaned forward, gave me a peck on the cheek, and hugged me tightly.

_Oh shit. Oh shit. Oh shit. She's not wearing a bra._ Sam noticed when I froze.

"What's going on?" She had this look in her eyes like she knew exactly what was flying around in my head. I scrambled to come up with some excuse.

"Nothing really, I just haven't eaten yet. Do you want to go out? My treat."

Sam stared at me for a second before she said, "Sure. Let me get changed." She ran off to Carly's room, and I could have sworn I saw her grinning before she was out of sight.

_Okay, Freddie_, I thought. _Just breathe. Think about something else. Anything else. The microchip was invented in…_

**A/N: Guys: if you've ever had that kind of hug - they know you know. **

**It will take about two or three weeks before the next chapter's up, but it will come.**


	4. Chapter 4

**A/N: It took a while, but here it is.**

"Oh, God!" Sam's voice rang out. "You've got to be kidding me!"

"What? That was the best scene in the movie!" We weren't being exactly quiet as we stepped out of the elevator.

"Oh yeah, it was great. Who doesn't love a scene with complete silence between two random ass people." We walked slowly to the Shay's apartment.

"It was a highly emotional scene, damn it! Just because there wasn't any blood or screaming doesn't make it inherently lame."

"Okay," Sam said. I knew, just from that one word, that she was winding me up. "I can see that. It makes complete sense for two people, who aren't the leads by the way, to stare into each other's eyes in complete silence, after a battle for humanity against zombie mutants. I mean, why not? They could have howled at the sky in a primal call of victory; they could have jumped each other right then and there on the battlefield and 'celebrated life' as frequently, and as loudly, as possible. But no, silent staring _was_ the best choice. I totally agree with that." There was that smirk again. I would never understand how a gesture meant to deprecate me could look so damn sexy.

"Sam, just because you don't get that a movie can be more than gore and sex doesn't mean that the rest of the world doesn't appreciate the other parts. As a matter of fact, I've heard of highly successful movies where there is no violence involved, or blood shown, and any intimacy presented is tender and profound." I had started off as mocking, but somewhere near the end my voice went soft.

"Pffft. Lame, dipshit." I shouldn't have been surprised that my argument hadn't worked, but I was. I wasn't going to let it drop that easily though. As Sam reached to open the Shay's front door, I turned her so that she faced me. Our noses were about a foot apart.

"Sam," my voice came out slightly above a whisper. "Think about it. Imagine someone you care for. Let's say it's a guy. Imagine depending on him to keep your spirits up when you'd rather hide from the world. Imagine him supporting you in all your endeavors, trying to ensure you succeed. Imagine him protecting you when you're not strong enough to protect yourself.

"Let's say you care about this guy as much as he cares about you. Imagine yourself cheering him up when he's in distress. Imagine yourself helping him in all of his plans because you can't stand the idea of him going through with them alone. Imagine yourself nursing him back to health after he's gotten hurt. There is no one you trust more than him, and he trusts nobody more than you. Let's say that one day a threat appears; this threat endangers both of your lives. You fear losing him more than you fear dying, and he can't sleep because he's so worried about something happening to you. And then, let's say you get past this threat.

"You win. There he is, this guy you care so deeply for, who cares so much for you, only half a foot away. You look into each other's eyes and the knowledge that you both survived rushes into your heads. You both thank the universe, right then and there, for keeping the other safe.

"Now, imagine everything I just said passing between the two of you. In a single glance, everything that you've been through flashes in your mind and you have a glorious epiphany. This guy has been with you every step of the way, and he will continue to be there for you whenever you need him. And you, you can't even imagine leaving his side. As you realize this, you know that he is thinking the same thing. Now, do you really think that a howl, or sex, is in any way an equal alternative to that profound emotional experience?"

We were only a few scant centimeters apart now. Neither of us was blinking. My eyes were riveted to hers, and she stared into mine. Each breath I took was saturated with her delicious aroma; each breath she took pulled more of my scent into her straight, soft nose. I licked my lips lightly.

I don't honestly know whether I would have kissed Sam because at that moment the door opened. We sprung apart, putting space between us.

"Hey Carls," Sam said with false cheer. It wasn't often that I saw her flustered. The knowledge that I had been the reason for her exasperation nearly caused a smug smirk crawl onto my face, but I managed to tamp it down. I wasn't able to tamp down my own red cheeks though.

"Hey Carly. Are you going to let us in?" I asked. Carly looked at both of us, aggravation plain on her face.

"Where have you two been?" She was suspicious too.

"We went out for breakfast," I tried to appease her. It didn't seem as if she believed me.

"Breakfast? It's four O'clock! How much did you eat?" Something was really bothering her. I wondered what had her so upset.

"Well, we ate and ended up going to that new mutant zombie movie and then I had to eat lunch afterwards. What's going on Carls? It's not like we disappeared off the face of the Earth or something." Sam was trying to calm her down but it didn't seem to work as well as she had hoped.

"You were gone most of the day! I tried calling, but neither of you picked up your phones! What were you doing that was so important that you had to ignore me?"

"What? You didn't call. My phone hasn't…where's my phone?" I checked all of my pockets, but my phone wasn't in any of them. I double checked, but it was still MIA. "Crap, where'd my phone go?"

"Oh, yeah. Your phone just magically disappeared. Give me a break Freddie, I'm not a gullible toddler." Carl

"Carly, I'm telling you the truth I don't know where my phone–" My front door opened with a crash. My mom flew out of the apartment.

"FREDDIE!" As she collided with me, she wrapped her arms around me and proceeded to try and crush the life out of me. "I WAS SO WORRIED, FREDDIEKINS!!"

"Mom! Let go…can't breathe…please…Mom." Her only response was to tighten her hold on me. _Okay_, I thought, _I guess she's not ready to let go of me yet_. I would have laughed if I'd had the breath for it. _Shit, that's true on so many levels._ My mind got back to the not breathing thing and I turned to my friends for help.

"Guys…help," I said over my mother's wild declarations of worry and concern for my wellbeing. It took them a second to act, since they were snickering at my mom's latest display of insanity. _Wonderful_, I thought as I glared at them.

Carly sighed and stepped up to help. She stood behind me and tried to peel one of my mom's arms off me. It didn't work. My mom had a death grip on me and Carly hadn't ever been too strong. "Sam come on," she said over her shoulder. "Help me out." Sam kept sniggering as she stood next to Carly and added her substantial strength to the task. It still took a minute or so for me to escape.

"Mom," I wheezed out, "I don't have my phone on me." I would have explained further, but I was still catching my breath.

"I know that Freddiekins! I looked up its GPS signal when you didn't answer. It was in your room. Why didn't you take it with you?" It should have surprised me that my mom would use satellites to track me, but no. That was only the latest overprotective act in a lifetime full of them.

"Guess, I just forgot it," I said as I looked at Carly meaningfully. Her eyes narrowed slightly and mouthed, "fine."

"Freddiekins, you know how important it is that you keep your phone with you at all times. How will I know where you are otherwise? What if you were kidnapped when you didn't have it with you? No one would know where you'd been taken; you couldn't be saved if I didn't know where to send the police!" She looked terrified at her own hypothetical situation.

"Mom," I said in a less breathless tone of voice, "I just went to the mall. I ate, I saw a movie, I walked around for a while. That was it. I'm fine. You've got to stop freaking out."

"I don't want you going around the city if you're going to be this careless Freddie," she said fiercely. "I need to be able to find you at a moment's notice."

"You've had plenty of talks with me about keeping myself safe, mom. Don't you trust what you taught me? Don't you trust that you've raised me to be a careful guy?" My tone was inquisitive, not accusing or mocking, which is what threw her off.

"Well…well I…I suppose that – that you… Yes, I guess you're right sweetheart. I raised you well enough, I think, to know how to take care of yourself. I just want to remind you of how dangerous cities can be." She looked at Carly and Sam. "I'll let you get back to your friends then. But don't leave without your cell phone. I taught you better that to worry your mother too much." With that, she went back into the apartment.

"Wow, Freddork," Sam said quietly, "I never thought I'd see the day when your crazy mom would back off. She on medication or something?"

"No," I said, "I just got lucky. It sometimes happens. Like you being full."

"How dare you compare me to that–!" Carly intervened before Sam could finish.

"Both of you stop! I still want to know why you guys were gone for most of the day." She turned to look at me. "Freddie, fine, you really didn't have your phone on you," she looked over at Sam, "But you don't have that excuse missy. Why didn't you answer any of my calls or texts?"

"Geez, Carls. We're gone for a little while and you go off like Fredlumps' nut job mom. No, you're even worse. Marissa got over it faster than you." Carly glared at her best friend. It didn't look very threatening.

"Answer the question Sam." She did look determined to get her answers though. I couldn't understand why she was so upset over Sam and me having a day without her; she had her new boyfriend to hang out with.

"Well Carls, the reason I didn't answer your calls or texts…is because I didn't hear my phone ring." Sam glanced at me and grinned; she looked pretty satisfied with herself…_and beautiful, and hilarious, and sensual, and - No. Stop it. Control yourself._

"How could you not hear it?! You just got that new loud ringtone so that you would always know when someone was calling."

"Oh," was Sam's brilliant response. "Right." She pulled her phone from her back pocket. She flipped it open. "Huh. It's off." She looked up as she put her phone away. "Well there you go Carls. Mystery solved. You got any more ham?" With that all too common phrase Sam tried to push past Carly. Except Carly didn't move. She stayed right in front of the door with her arms crossed.

"So what'd you guys do on your day out?"

"Ugh, come on Carly," Sam said. "Why does it matter? It's not like we did anything illegal. You know Freddo's too much of a spineless wuss to do anything like that." She said it with a perfectly straight face, and I wasn't entirely sure if she was joking. I hoped she was, but with Sam…she was too unpredictable sometimes to really know.

"Oh yeah, I'm all kinds of pathetic Sam. I'm a law abiding citizen and that, in and of itself, makes me weak."

"You see? He's just confirmed it!" She turns to face me. "Good job Freddo. The first step is admitting you have a problem. If you keep working at it, soon enough you'll have a healthy disrespect for the law." She patted my shoulder in a fake, supportive way.

"You guys can waste all the time you want; I'm going to wait right here until you're ready to tell me what you did today." I had gotten tired of Carly's interrogation by that point.

"Carly we already told you. Sam and I went out for breakfast, and then we walked around the city. Eventually, we bought tickets for the zombie movie. After-" Sam interrupted me right then.

"Mutant zombie movie, moron. Get it right." She turned back to Carly and continued for me. "So after the _mutant_ zombie movie, I made the dork buy me lunch, and let him get something for his own sorry ass. And now we're here. Talking about it."

"You're just fantastic Sam," I said with disdain. "I swear to God, one day I won't be there to pay for your–"

"Threaten me all you want freak; it's all you ever do," she turned to Carly. "So you gonna let us in or what?"

Carly sighed in defeat and moved aside so we could get through. Sam grinned in victory as she as she passed Carly and asked, "You buy anymore ham?" Carly shook her head in resignation as she answered, "Yeah, honey-glazed." As Sam made her way to the fridge, Carly looked over at me.

"We are going to talk about this later Freddie, and I won't take any evasive answers. I want the truth." She walked to the kitchen without a second glance.

_Shit_.

**A/N: Until next time.**


	5. Chapter 5

**A/N: It's been a while, but I gotta finish.**

"I think it's time we had that talk now Freddie. Don't you?" _God dammit_. I took a couple of breaths before I had the nerve to stand up straight and face my accuser.

"Hey Carly," I said with false cheer, and a strained smile. "How are you?" _Stupid question, Benson_. I turned towards the cart that had the rest of my groceries and added the can of frosting I'd just taken off the low shelf. I was hoping that in the few seconds doing that gave me I might come up with a way out of the situation. I didn't.

"I'm doing very well, thank you for asking." Her light tone turned sharp as she continued. "Look at me when I speak, Freddie." Apparently, I was back in second grade.

"So, how's Spencer doing today?" I asked as I turned around, determined to play ignorant to Carly's impending interrogation.

"He's doing just fine Freddie," she said in a clipped voice. "Have you seen Sam today?" _Not very subtle_, I thought, _but pretty passive aggressive_. It was one of the reasons I liked Sam the way I did; she didn't do subtle, and was never passive. If she had a problem with anyone, they knew it. Of course, it didn't hurt that she was so full of spontaneity that a simple walk around the block was more fun than a full weekend at an amusement park, or that she was drop dead gorgeous.

"Sorry, no." I turned away to pick up some candy canes. "I'll see her later, when we all get together to make the gingerbread house." I noticed that Carly's cart was full with her supplies. "You go ahead and check out; I wouldn't want to keep you from decorating your apartment." I tried to get away as fast as I could, but Carly moved with me.

"Oh, I don't mind. I can do it later." I closed my eyes and begged for any and all higher powers to help me escape. There was no immediate response, but I kept on hoping for some kind of Christmas miracle.

"Alright, then. Suit yourself." I noticed a slight edge in my voice as I said it. It really was too early for me to get accosted and interrogated. I walked down the aisles until I found my favorite kind of marshmallows and threw a couple bags into my cart.

"This conversation is going to happen Freddie. You can ignore and evade me all you want, but I won't stop until you answer my questions." We kept walking, side by side, as I took a deep, calming breath.

"Okay. Sounds like a plan," I responded through gritted teeth and kept moving.

"No, damn it!" Carly stopped in the middle of the frozen foods isle, grabbed a fistful of my shirt, and forced me to face her. "You're going to answer my questions! After all the years we've been friends, I think I've earned the right to some honesty and respect!"

I had never before been so close to completely losing my temper. I placed my hands on her wrists and pushed her away. "Enough, Carly. I'm tired of this. You. Need. To. Stop." I glared at her as I said it, hoping that she might actually leave it alone. She didn't.

"No," Carly answered forcefully. "I'm not stopping until you're honest with me. What's going on between you and Sam? What are you doing behind my back?" She pulled her hands out of my grip, and just looked at me expectantly.

I took another calming breath, and tried once more. "Sam and I are not together. We are not doing anything behind your back. We're friends. That's it. Now, _drop it_."

Carly stared at me intently for a second before scowling. She scornfully retorted, "Jesus Fucking Christ! I'll buy that you're not going out. _Yet_. But you want to. And what do you call spending the day together without me? Because to me it sure sounds like going behind my back!"

I was about to blow up right then and there if one of the supermarket's employees hadn't interrupted. "Hello," said the acne-ridden teen. "Uh, d'you think you could take this outside? We're getting some complaints from our other shoppers. And," he continued sheepishly. "I'm sure you don't want to air your dirty laundry here." He was right. I didn't even want to be having the conversation, much less have dozens of people overhear it. I took a couple seconds to calm down and smiled stiffly at the guy.

"You're right," I told him contritely. "We're sorry for making a scene. Goodbye." With that I turned away and headed for the check out registers. Behind me I heard Carly say pretty much the same thing and hurry towards me. She caught up to me, but we didn't acknowledge each other; something I was extremely grateful for. We didn't say a word to each other as we paid for our things, and the stony silence continued as we left the supermarket and walked across the parking lot.

As we walked, I considered our outburst. It didn't make sense. Carly may have been prone to overreacting, but not public screaming matches. She preferred to keep things like this private. _But then why did she start one in the middle of the store_. There was something else going on. There had to be a reason for her to blow this out of proportion. I glanced over at her. "This isn't normal for you. You're not just doing this because you think me and Sam are lying to you. What's really going on, Carly?"

Her lips thinned, as she looked over at me. "I don't know what you mean, Freddie."

"Oh, don't give me that crap. You said it yourself; we've been friends for years. We know each other too well to really lie convincingly to one another. There's something else going on. What is it?"

"So you admit you were lying, earlier."

"Carly," I answered in exasperation. "Me and Sam went out for breakfast and a movie. We didn't tell you because we knew you were with your new guy. We weren't going behind your back, we just didn't want to take you away from your boyfriend." We'd reached my car. I popped my trunk and started loading by things into it.

"As if," she scoffed bitterly. "If you had texted me what you guys were doing…if you guys had just let me know, then maybe I'd believe that you two weren't going behind my back. But you didn't. You just left; you guys went out and had your fun and couldn't be bothered to let anyone else know." It took me a second before I could respond.

"It's not like we set out to do that Carly," I said. "I forgot my phone, and Sam had hers turned off. We didn't intentionally keep you out of the loop. Now, you said you wanted the truth. Will you listen to me as I tell you?" Carly leaned back onto the side of my car and nodded.

"Alright, well I dropped by the apartment after escaping another of my mom's rants. When I went inside, I saw that she was alone. We talked, and argued like normal. And then I invited Sam out for a late breakfast." I paused, deciding how much more I should divulge. "I did it to distract her. I found Sam, alone with her thoughts. Not good ones, either. She was moping about Jimmy, and her roommate. I couldn't just leave her there; I'm her friend and I tried to cheer her up. That was it." For the most part. "The only time you were brought up was when Sam was telling me that you'd spent the night with your boyfriend." Carly's shoulders seemed to wilt a bit then. "When we left, we didn't call, or leave a note because we, at least I, didn't think it was that big of an issue for me and Sam to go out on our own." As I finished talking, Carly's eyes started to moisten. She stood up and turned away from me. I went around to face her, wondering what had upset her.

"Carly? What's wrong?"

She brought a hand up to cover part of her face and shook her head. "Nothing." Her voice was quiet and sad, tinted with pain.

"Carly, we just went over this. You can't lie to me. What's going on?"

"I…I just…I just don't want you and Sam to abandon me!" As soon as she admitted it, tears started streaming down her face. She just cried silently, as if she was a little kid and couldn't find her way home. She wasn't going hysterical, but it was just as bad. I was taken aback. It made absolutely no sense for Carly to be afraid of Sam or me bailing on her; we might as well be family for all that we've dealt with together. And families stuck together.

"Geez, Carly," I told her as I enveloped her in my arms. "Haven't me and Sam earned some kind of credit? We've been your friends for years. After all the crap we've been through, do you think either of us would leave you now?" I rubbed her back, held her tight, and tried everything else I could think of to comfort her. After a while, she calmed down enough to talk. A couple of tears still leaked out of her eyes and down her cheeks.

"I'm…I'm sorry," she murmured before pulling away. "I didn't mean to get all hysterical on you, but I just…it all…" she heaved a frustrated sigh and began once more. "I love you guys. You've been my best friends forever, but I just feel like lately I've been getting edged out. It feels like you guys don't…don't want to be my friends anymore. Her head drooped, and her shoulders slumped. I didn't understand what was going on.

"Carly, what are you talking about? Me and Sam would never try and do that. I don't know where all of this is coming from, but it ain't right."

"But that's just it," she responded. "You guys don't even know you're doing it. You –"

"What? What are we doing, Carly?" I racked my brain, trying to guess if, when and how I had made Carly feel like that. Nothing I came up with made any sense.

"You guys promised you wouldn't keep secrets from me anymore, but then I find out you two kissed at the Winter Ball and that you two broke into a store and stole something. When we Skype, it's you, me and Sam and we have a lot of fun talking, except it's the only time _I_ hear from you. Every once in a while Sam will mention something you told her in an e-mail or text or call. And then on the drive home, when Sam got dumped you comforted her. You held her, and whispered to her. But that's not all you did. You breathed in the scent of her hair. You held her gently, tenderly. And you look at her differently than before. It's…it's a lot like the way you used to look at me."

It took me a while before I was able to formulate anything to say. I took a deep breath, and blew it out. I'm sorry, Carly. I never wanted to make you feel the way you do. I…You're right. I'm into Sam; have been for a while." A couple of seconds passed while she digested that.

"Do you, you know, _love_ her?" Carly finally asked, somewhat timid.

"In a friend sense, the way I love you, yeah," I responded after a beat of consideration. "All three of us have been through too damn much for me not to love you guys. But romantically? No. At least, not yet. I mean we've kissed twice over however many years? We haven't been together for me to find out. And I guess I've been afraid of what might happen if things go wrong between us."

"What do you mean?"

"You know me and Sam. We've never been stable friends. It's always been dynamic, crazy even. Sam isn't gentle like you, she's…vibrant, fiery. Anything that happened would irrevocably change us. We'd never be able to just be friends again, regardless of the outcome. I don't know what I would do if I lost her."

"And you've just been carrying this around?"

"For most of the time I tried ignoring it, but that didn't work. Not for a second. And then that idiot dumped her, and I saw how much it hurt her. I simply couldn't keep myself from comforting her. I still couldn't say anything though. I mean, to drop this on her when she was obviously incapable of dealing with it; it would have been wrong, just plain wrong. So yeah, I'm staying quiet, trying to distract her, help her forget the bastard.

"And when she's over him, I'll talk to her, see if she might give me a chance." Carly looked at me like I was an idiot.

"Of course she'd give you a chance, moron. It's barely been two weeks since they broke up and every day she looks better. She owes that to you. To the days out that are pretty much dates. Jesus, you don't know how intense you two look at each other, do you? Half the time I catch you at it I almost expect to see a piece of furniture burst into flames. Tell me, how many times have you two almost kissed since I caught you out in the hall?" I hesitated, wondering if I should say anything.

"There have been a few close calls," I eventually told her.

"Then there you go." She was almost back to her old self, and it confused me. Women were certifiably crazy, I swear.

"Carly, not ten minutes ago you were crying because you thought Sam and I might abandon you. Now you're all jazzed over me asking her out after I confirmed that we were keeping some things away from you. What's the deal?"

She smiled at me. "I was afraid Freddie. I didn't know what was going on or if I was imagining things. I let my fear consume me. Now, I know the score. Everything makes sense again. I'm not losing my best friends. I hope you two will get together and I want both of you to be happy." She hugged me tightly. When Carly pulled away she said "I'll see you back home," grabbed her cart and headed to her car.

**A/N: Only one chapter left.**


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